Transaction Value

Transaction Value. Means (i) with respect to any Acquisition Transaction, the total amount of the Financing Capital raised in connection therewith, (ii) with respect to a Change of Control, the total enterprise value of the Parent, which shall be equal to the sum of (A) the total equity value implied by the equity pricing in the Change of Control and (B) the Parent's total funded debt, and (iii) with respect to any Transaction other than an Acquisition Transaction or a Change of Control, the total consideration... paid in respect of the applicable Transaction in any combination of (without duplication) cash, notes, stock or other property, including deferred payments, and the face value of any 4 indebtedness (including any deferred purchase price or capital lease obligation) assumed, issued or exchanged in connection therewith. View More

Transaction Value. Means an amount equal to the sum of: (i) 90% of the book value of the Receivables, (ii) 95% of the book value of the Inventory (valued at average cost, as determined in a manner consistent with Seller's internal operating statements) that is located on the Real Property, (iii) 100% of the book value of the Inventory (valued at average cost, as determined in a manner consistent with Seller's internal operating statements) that is in transit or prepaid... but not located on the Real Property, (iv) 100% of the book value of the Real Property, Improvements and Personal Property listed on Schedule B-1, (v) 50% of the book value of the Personal Property listed on Schedule B-2, (vi) 100% of the cost of any items of Personal Property acquired by Seller in the Ordinary Course of Business after the Effective Date and prior to the Closing Date exclusively in connection with the Business, and (vii) 100% of the book value of the notes receivable arising out of the operation of the Business and outstanding on the Closing Time (valued at Seller's net book value, determined in accordance with generally accepted accounting principles consistently applied in accordance with Seller's past practice). in each case (other than Inventory valuation) determined in accordance with generally accepted accounting principles consistently applied in accordance with Seller's past practices. View More

Transaction Value. Shall mean the product of (i) the Price Per Share and (ii) the number of shares of Common Stock outstanding immediately prior to the Change in Control.

Transaction Value. Shall mean the value on the effective date of the Fundamental Transaction of the net pre-tax proceeds received or receivable by the common stockholders of the Company in the Fundamental Transaction. Any proceeds not constituting cash shall be valued at their fair market value (as jointly determined by the Company and the Holder). If the Company and the Holder are unable to agree upon the fair market value of such non-cash asset, then such dispute shall be resolved in accordance with the... procedures in Section 21. View More

Transaction Value. Means the aggregate amount of cash and the fair market value of any securities or other property paid, received or payable directly or indirectly by the Company, in connection with a consummated Transaction.

Transaction Value. Shall mean the total proceeds and other consideration payable to or by the Company, or contributed into any collaboration between the Company and a counter-party to a Transaction (which consideration shall be deemed to include amounts in escrow upon release by the Company), including without limitation: (i) cash, securities and/or other property paid to or by the Company in connection with the Transaction, (ii) any debt, preferred stock, guarantees or related instruments or other liabilities... incurred, acquired, refinanced or repaid to or by the Company in connection with the Transaction; (iii) payments made in installments to or by the Company in connection with the Transaction; (iv) amounts paid to or by the Company under consulting agreements (excluding agreements not to compete) or similar arrangements entered into at the time of and in connection with the Transaction that carry monetary value and proceeds paid to or by the Company and (v) contingent payments made to or by the Company in connection with the Transaction. If the Transaction Value with respect to a Transaction is to be paid, acquired, refinanced or repaid in part at the closing of such closing, the Transaction Value with respect to any fee to be paid to HealthPro at such closing shall not include any amounts paid, acquired, refinanced or repaid subsequent to such closing. View More

Transaction Value. The sum of any cash and the fair market value of any securities or other assets or property received by the Company (or its direct or indirect subsidiaries) or available for distribution to the holders of the Company's equity securities (including any rights or other securities that are convertible, exercisable or exchangeable for equity securities) in connection with a Contemplated Transaction or Qualifying Transaction as provided for in the definitive agreement governing the applicable... Contemplated Transaction or Qualifying Transaction; or such value as shall be designated by the Committee in its sole and absolute discretion. View More

Transaction Value. The sum of (i) (A) in the case of a Transaction involving the capital stock or equity of another corporation or other entity (a "Target"), the total fair market value (at the time of closing) of all consideration paid or payable, or otherwise to be distributed, directly or indirectly, in respect of a share of Target capital stock in connection with the Transaction multiplied by the Target's Fully Diluted Shares Outstanding and (B) in the case of a Transaction involving assets of the Target, the... total fair market value (at the time of closing) of all consideration paid or payable, directly or indirectly, to the Target in connection with the Transaction, plus (without duplication) (ii) the amount of all indebtedness for borrowed money, preferred stock, capital leases and any other liabilities and obligations for borrowed money on the Target business's financial statements immediately following the closing or directly or indirectly assumed, retired, repaid, redeemed or defeased in connection with a Transaction, plus (iii) the aggregate fair market value (at the time of any closing) of any other consideration (tangible or intangible) paid by the Company. For purposes of this definition, consideration includes cash, securities, property, rights (contractual or otherwise), any dividends payable to stockholders of the Target after the date hereof (other than normal, ordinary course, recurring dividends) and any other form of consideration. View More

Transaction Value. With respect to any transaction, mean the gross transaction value of such transaction, or such lesser amount as may be mutually agreed by the applicable Univision Corporation and the Manager/Televisa Majority under the terms of the Management Agreement

Transaction Value. The total proceeds and other consideration payable to the Company, or contributed into any collaboration between the Company and a counter-party to placement of the Convertible Notes, including cash, securities and/or other property paid to the Company in connection with this Agreement